8-K
Olenox Industries Inc. (OLOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October14, 2022
SG BLOCKS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38037 | 95-4463937 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification Number) |
5011 Gate Parkway
Building 100, Suite100
Jacksonville, FL 32256
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including
area code: 646-240-4235
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.01 | SGBX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2022, SG Blocks, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders re-elected Paul M. Galvin, Yaniv Blumenfeld, Christopher Melton, Joseph Safina and David Villareal as directors, each to serve until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified.
Item 5.07. Submission of Matters to a Vote of SecurityHolders.
On October 14, 2022, at the Annual Meeting, the Company’s stockholders voted on the following four (4) proposals and votes were cast as described below. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3 and 4 as set forth in the Definitive Proxy Statement are as follows:
The voting results at the Annual Meeting for each proposal were as follows:
Proposal No. 1 — Election of Directors
The following five (5) individuals were re-elected as directors, each to serve a until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified with the following votes:
| For | Withheld | Broker<br> Non-Votes | |
|---|---|---|---|
| Paul M. Galvin | 2,521,594 | 154,377 | 2,853,055 |
| Yaniv Blumenfeld | 1,776,068 | 899,903 | 2,853,055 |
| Christopher Melton | 1,828,150 | 847,821 | 2,853,055 |
| Joseph Safina | 1,621,163 | 1,054,808 | 2,853,055 |
| David Villarreal | 1,825,329 | 850,642 | 2,853,055 |
Proposal No. 2 — Ratification of Appointment ofIndependent Registered Public Accounting Firm (Whitley Penn LLP)
The stockholders ratified and approved the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 5,153,552 | 309,796 | 65,678 | N/A |
Proposal No. 3 — Amendment to the SG Blocks, Inc.Stock Incentive Plan
The stockholders did not approve the Amendment to the Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 941,166 | 1,705,003 | 29,802 | 2,853,055 |
Proposal No. 4 — Advisory Approval of ExecutiveCompensation
The stockholders did not approve the advisory approval of executive compensation.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 1,316,309 | 1,304,019 | 55,643 | 2,853,055 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (the cover<br>page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SG Blocks, Inc. | |||
|---|---|---|---|
| Dated: October 18, 2022 | By: | /s/ Paul Galvin | |
| Name: | Paul Galvin | ||
| Title: | Chairman and Chief Executive Officer |
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